================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) -February 28, 1997 VALLEY NATIONAL BANCORP (Exact Name of Registrant as Specified in Charter) NEW JERSEY (State or Other Jurisdiction of Incorporation) 0-11179 22-2477875 (Commission File Number) (IRS Employer Identification No.) 1455 Valley Road, Wayne, New Jersey 07470 (Address of Principal Executive Offices) (201) 305-8800 (Registrant's Telephone Number) ================================================================== Item 5. Other Events. Effective as of the close of business on February 28, 1997, Valley National Bancorp ("Valley") consummated its previously announced merger with Midland Bancorporation, Inc. ("Midland") whereby Midland was merged with and into Valley pursuant to the Agreement and Plan of Merger dated as of September 13, 1996 among Valley, Valley National Bank ("VNB"), Midland and The Midland Bank and Trust Company (the "Bank"). In accordance with a separate merger agreement, the Bank merged with and into VNB effective on March 1, 1997. The merger increases Valley's asset size by 9 percent to $5.1 billion and its branch network to 95 offices. As a result of the Merger, Midland's shareholders received 30 shares of Valley common stock for each share of Midland common stock. Item 7. Exhibits. 99 Press Release dated February 28, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registration has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. VALLEY NATIONAL BANCORP Dated: March 11, 1997 By: /S/ GERALD H. LIPKIN --------------------------- Gerald H. Lipkin Chairman, President and CEO INDEX TO EXHIBITS Exhibit No. Description 99 Press Release dated February 28, 1997